FINANCIAL REPORTING COUNCIL OF NIGERIA
(Federal Ministry of Industry, Trade & Investment)
FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN CODE OF
CORPORATE GOVERNANCE 2018
Section A: Introduction
Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.
The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.
This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.
This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.
Please read the instructions below carefully before completing this form:
i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No.
Details | ||
i. | Company Name | CADBURY NIGERIA PLC |
ii. | Date of Incorporation | 9th January, 1965 |
iii. | RC Number | 4151 |
iv. | License Number | |
v. | Company Physical Address | Lateef Jakande Road, Agidingbi, Ikeja, |
Lagos State. | ||
vi. | Company Website Address | https://ng.mondelezinternational.com |
vii. | Financial Year End | 31st December |
viii. | Is the Company a part of a Group/Holding Company? | Yes. |
Yes/No | ||
If yes, please state the name of the Group/Holding | Mondelez International | |
Company | ||
ix. | Name and Address of Company Secretary | Fola Akande |
Lateef Jakande Road, | ||
Agidingbi, | ||
Ikeja, | ||
Lagos State. | ||
x. | Name and Address of External Auditor(s) | PricewaterhouseCoopers |
5B Water Corporation Road, Victoria | ||
Island, Lagos, Nigeria. | ||
xi. | Name and Address of Registrar(s) | First Registrars & Investor Services Ltd |
Plot 2 Abebe Village Road, Iganmu, Lagos. | ||
xii. | Investor Relations Contact Person | Mordi, Frederick (Corporate & |
Government Affairs Manager) -mail: Mordi, | ||
(E-mail and Phone No.) | Frederick O <Frederick.Mordi@mdlz.com> | |
telephone number: ++234 1 2717777 | ||
xiii. | Name of the Governance Evaluation Consultant | ALSEC Nominees |
xiv. | Name of the Board Evaluation Consultant | ALSEC Nominees |
Items
.
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1. | Adedotun Sulaiman, MFR | Chairman (Current) | Male | 5th August, 2009 | Appointed as Chairman on 22nd July, 2020 |
2. | Ibukun Awosika | Non-Executive Director | Female | 22nd October, 2009 | |
3. | Sunil Parthasarathy | Non-Executive Director | Male | 14th March, 2018 | |
4. | Nadia Mohamed | Non-Executive Director | Female | 1st January 2021 | Resigned on 27th July 2022 |
Managing Director/Executive Director
6.
Ogaga Ologe
7.
Kofo AkinkugbeExecutive Director/Finance DirectorNon-Executive Director
Appointed as Managing Director on 1st April, 2019
MaleFemale
1st April, 2019
1st January, 2021
2. Attendance at Board and Committee Meetings:
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
1. | Adedotun Sulaiman, MFR | 4 | 4 | ||||
2. | Ibukun Awosika | 4 | 4 | Governance and Risk Management Committee | Member | 0 | 0 |
Remuneration and Compensation Committee | Member | 2 | 2 | ||||
3. | Sunil Parthasarathy | 4 | 4 | Audit Committee | Member | 4 | 3 |
4. | Oyeyimika Adeboye | 4 | 4 | Governance and Risk Committee | By Invitation | 2 | 2 |
Remuneration and Compensation Committee | By Invitation | 2 | 2 | ||||
5. | Nadia Mohammed | 4 | 2 | Governance and Risk Committee | Member | 0 | 0 |
6. | Kofoworola Akinkugbe | 4 | 4 | Audit Committee | Member | 4 | 4 |
Remuneration and Compensation Committee | Member | 2 | 2 | ||||
7 | Ogaga Ologe | 4 | 4 | Audit Committee | By Invitation | 4 | 4 |
S/No.
Names of Board Members
No. of Board Meetings Attended in the Reporting YearNumber of Committee Meetings Attended in the Reporting Year
Section D - Details of Senior Management of the Company
1. Senior Management:
S/N 1
Names
Akinniyi Fajembimo
2
Fola Akande
3 4 5
Motsamai PuleOgaga Ologe
6 7
8
Oyeyimika AdeboyeWole Odubayo
Position Held
Director, Category Planning & Activation (Sales)
Chief Counsel /Company Secretary
Marketing Manager,Commercial Finance Lead,Plant Manager - NigeriaManaging DirectorDirector, Sales OperationsPeople Lead,
Gender
MaleFemaleMale
Male
MaleFemaleMaleMale
Section E - Application
Principles
Reporting QuestionsPart A - Board of Directors and Officers of the BoardExplanation on application or deviation
Principles | Reporting Questions | Explanation on application or deviation |
Principle 1: Role of the Board "A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company" | i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed? | Yes. The Board has an approved Board Charter. This was reviewed on 23rd March 2022. |
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity " | i) What are the qualifications and experiences of the directors? | Directors are appointed to ensure an appropriate balance of skills, qualifications, and experiences and are committed to strong corporate governance practices that promotes and protect the long-term interests of the shareholders The current composition of the Board facilitates diversity of qualifications, experience without compromising on the independence, compatibility, integrity, and availability of members. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes, the Company has an existing Board-approved Diversity Policy, and same covers diversity in skills, knowledge, gender, age, culture, experience, race and culture geared towards promoting effective governance. The Company has achieved diversity targets across different indices to a large extent as may be deduced from the profiles of Directors and senior management of the company. | |
i) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes. Several Directors hold concurrent directorship in their organizations, which have been appropriately disclosed to the Board. Their concurrent Directorship have been considered and would not affect their responsibilities and effectiveness on the Company's Board. The Directors involved are: IBUKUN AWOSIKA - Ibukun Awosika is an African entrepreneur, author, international leader, and global culture shaper. She is the Chairman and CEO of The Chair Centre Group, a leading furniture and security systems provider in Nigeria. With an undergraduate degree in Chemistry from University of Ife and advanced degrees from various global institutions, including Lagos Business School, IESE Business School, Wharton and China European International Business School (CEIBS), Ibukun is both a student and leader of the world. |
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Cadbury Nigeria plc published this content on 29 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2023 17:03:06 UTC.